SecProbe.io

June 28, 2018
Zhen Fan
Chief Executive Officer
MMTec, Inc.
c/o Gujia (Beijing) Technology Co., Ltd.
Room 608A, Air China Century Building
40 Xiaoyun Road
Chaoyang District, Beijing, 100020
People’s Republic of China
Re:MMTec, Inc.
Draft Registration Statement on Form F-1
Submitted on June 1, 2018
CIK No. 0001742518
Dear Mr. Fan:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Registration Statement on Form F-1
General
1.We note that in several sections of the prospectus you state that Meimei Zhengtong
Technology Co., Ltd. has been deregistered in 2018.  Please explain what you mean by
"deregistered."

 FirstName LastNameZhen Fan
 Comapany NameMMTec, Inc.
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 FirstName LastNameZhen Fan
MMTec, Inc.
June 28, 2018
Page 2
2.Please provide us with copies of all written communications, as defined in Rule 405 under
the Securities Act, that you, or anyone authorized to do so on your behalf, present to
potential investors in reliance on Section 5(d) of the Securities Act, whether or not they
retain copies of the communications.
Cover Page
3.We note that you checked the Rule 415 box on the cover page and included Rule 415
undertakings beginning on page II-2.  Please revise because it does not appear you are
conducting an offering on a continuous or delayed basis or advise.
We may not be able to protect our intellectual property rights, page 11
4.It appears based on your disclosure in the Intellectual Property Rights section on page 46
that you do not currently hold any intellectual property rights but are applying for five
software copyrights in the P.R.C.  Please revise this risk factor to clarity that you do not
currently hold intellectual property rights or advise.
If we fail to maintain continuing compliance with the PRC state regulatory rules, page 18
5.We note your references to Grade 1 through 4 qualifications in this risk factor.  Please
clarify what grade qualification you or your subsidiaries hold, if any.
Risk Factors
If we are unable to comply with certain conditions, page 23
6.Please delete your statement that you have already received NASDAQ approval to list
your common shares as is does not appear to be accurate.  In addition, explain what you
mean by "these final conditions" in the second sentence of this risk factor.
Use of Proceeds
Indemnification Escrow Agreement , page 29
7.We note your reference to the the indemnification escrow agreement with the
underwriters.  Please file it as an exhibit to the registration statement or advise.
Our Strategies, page 43
8.We note that one of your key strategies is "providing free, flexible and open securities
technology services."  Please explain how you plan to make money if your technology
services are free.  If your services are not free, please disclose what fees you plan to
charge your future clients.
Board of Directors and Board Committees, page 50
9.We note your disclosure in this section that "[your] directors are not subject to a term of
office and hold office until such time as they resign or are removed from office by

 FirstName LastNameZhen Fan
 Comapany NameMMTec, Inc.
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 FirstName LastName
Zhen Fan
MMTec, Inc.
June 28, 2018
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resolution of [your] shareholders."  On page 48, however, in notes (2), (3), and (4) to the
management and directors table you disclose what year each director's term expires.
Please revise for consistency or advise.
Description of Share Capital
Calls on common shares and forfeiture of common shares, page 58
10.We note your disclosure in this section that the board of directors may make calls upon
shareholders for any amounts unpaid on their common shares.  We also note your
statement on page 56 that all of your issued shares are fully paid and non-assessable.
Please revise for consistency or clarify, if true, that the board of directors may not make
calls on the shares being registered in this offering.
Rule 144, page 62
11.You state in this section that your affiliates would be entitled to sell securities without
further registration under Rule 144 beginning 90 days after the Form F-1 becomes
effective.  Please revise because the holding period for affiliates of the issuer is six
months, not 90 days.  Refer to Rule 144(d).
            You may contact Aamira Chaudhry at (202) 551-3389 or Claire Erlanger (202) 551-3301
if you have questions regarding comments on the financial statements and related
matters.  Please contact Tonya K. Aldave at (202) 551-3601 or Susan Block at (202) 551-
3210 with any other questions.
Division of Corporation Finance
Office of Transportation and Leisure
cc:       F. Alec Orudjev, Esq.